RECITALS. WHEREAS, on July 1, 2008, Time Warner Telecom Holdings, Inc. changed its name to TW Telecom Holdings, Inc. ( TW Telecom ); and

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1 AMENDMENT NO. 3 TO CONTRACT NO. MA (FORMERLY MA ) BETWEEN THE COUNTY OF ORANGE AND LEVEL 3 COMMUNICATIONS, LLC FOR WIDE AREA NETWORK TRANSPORT SERVICES This Amendment, hereinafter referred to as Amendment No. 3, to Contract MA (formerly MA , formerly MA , formerly N ), hereinafter referred to as Contract, is made and entered into by the County of Orange, a political subdivision of the State of California, hereinafter referred to as County, acting through the County Executive Office/Orange County Information Technology ( OCIT ) and Level 3 Communications, LLC, hereinafter referred to as Contractor, with a place of business at 025 Eldorado Blvd., Broomfield, CO , with County and Contractor sometimes individually referred as Party, or collectively referred to as Parties. RECITALS WHEREAS, Time Warner Telecom Holdings, Inc. responded to a Request for Proposals for Wide Area Network Transport Services and represented that its proposed services shall meet or exceed the requirements and specifications of the Contract; and WHEREAS, on November 4, 2006, County and Time Warner Telecom Holdings, Inc. executed Contract N for Wide Area Network ( WAN ) Transport Services for a three (3)-year period effective November 4, 2006 through November 3, 2009, for a total amount not to exceed $,440,000.00; and WHEREAS, on May, 2007, County and Time Warner Telecom Holdings, Inc. executed Amendment No. to Contract N to amend Attachment A Scope of Work; and WHEREAS, on July, 2008, Time Warner Telecom Holdings, Inc. changed its name to TW Telecom Holdings, Inc. ( TW Telecom ); and WHEREAS, on November 0, 2009, County and TW Telecom executed Amendment No. 2 to the Contract (as MA ) to amend Attachment B - Cost/Compensation and extend the term of the Contract for one () year, effective through November 3, 200 for an additional amount not to exceed $48,800.48; and WHEREAS, on August 3, 200, County and TW Telecom executed Amendment No. 3 to amend Attachment B - Cost/Compensation and extend the term of the Contract for one () year, effective through November 3, 20, for an additional amount not to exceed $403,752.00; and WHEREAS, on June 7, 20, County and TW Telecom executed Amendment No. 4 to amend Attachment B - Cost/Compensation and extend the term of the Contract for one () year, effective through November 3, 202; and Orange County Information Technology Page of 8 Amendment No. 3 to MA , Level 3 Communications File Folder: formerly MA

2 WHEREAS, on September 8, 20, County and TW Telecom executed Amendment No. 5 to amend Attachment B Cost/Compensation and increase internet bandwidth from 200 Mbps to 300 Mbps, thereby increasing the not to exceed amount by $32, for the period September, 20 through November 3, 202; and WHEREAS, on October 4, 20, County and TW Telecom executed Amendment No. 6 to amend Attachment B - Cost/Compensation and update the data circuit at the Solano Disaster Recovery (DR) Site, thereby increasing the not to exceed amount by $7, for the period November, 20 through November 3; and WHEREAS, on October 30, 202, County and TW Telecom executed Amendment No. 7 to amend Attachment B.- Cost/Compensation and extend the term of the Contract for the one ()-year period November 4, 202 through November 3, 203, for an additional amount not to exceed $457,728.00; and WHEREAS, on December 9, 202, County and TW Telecom executed Amendment No. 8 to amend Attachment B - Cost/Compensation and increase internet bandwidth from 300Mbps to 350Mbps, thereby increasing the not to exceed amount by $, for the period November 4, 202 through November 3, 203; and WHEREAS, on November 5, 203, County and TW Telecom executed Amendment No. 9 to amend Attachment B - Cost/Compensation, amend the Termination provisions of the Contract, and extend the term of the Contract for one () year, through November 3, 204, for an additional amount not to exceed $422,400.00; and WHEREAS, on January 0, 204, County and TW Telecom executed Amendment No. 0 to amend Attachment B Cost/Compensation and modify the Internet Circuit from Dedicated Internet to Burstable Internet, thereby increasing the not to exceed amount by $42, for the period November 4, 203 through November 3, 204; and WHEREAS, on October 28, 204, County and TW Telecom executed Amendment No. to amend Attachment A to remove Internet Services from the Scope of Work, amend Attachment B Cost/Compensation, and extend the term of the Contract for one () year, through November 3, 205, for an additional amount not to exceed $392,00.00; and WHEREAS, Level 3 Communications, LLC acquired TW Telecom and executed an Assumption and Consent Agreement with the County on June 6, 205 to assume the Contract, including all of the terms, covenants, conditions, duties, obligations and liabilities in, to and under the Contract; and WHEREAS, on October 27, 205, the Board of Supervisors authorized the Purchasing Agent or authorized Deputy to a) execute Amendment No. 2 to extend the term of the Contract for nineteen (9) months, through June 3, 207, in an amount not to exceed $543,039.57; b) execute amendments to add or delete the number of circuits necessary for County business, for an additional amount not to exceed ten percent (0%) of the Contract amount for the extension period; and c) execute amendments to increase the Contract amount for any changes to the estimated applicable taxes, in an amount not to exceed ten percent (0%) of the Contract amount for the extension period; and WHEREAS, as authorized by the Board of Supervisors, the Parties now desire to amend the Contract to a) extend the Contract term for an additional one ()-year term effective June 4, 207 through June 3, 208; b) delete the Waiver of Jury Trial provision; and c) update the Notices contact information. NOW THEREFORE, the Parties mutually agree as follows: Orange County Information Technology Page 2 of 8 Amendment No. 3 to MA , Level 3 Communications File Folder: formerly MA

3 . Under General Terms and Conditions, Article Y titled, Waiver of Jury Trial, shall be deleted in its entirety. 2. Under Additional Terms and Conditions, Article 7 titled, Notices shall be deleted in its entirety and replaced with the following: Any and all notices permitted or required to be given hereunder shall be deemed duly given () upon actual delivery, if delivery is by hand, or (2) upon delivery by the United States mail if delivery is by postage paid registered or certified return receipt requested mail. Each such notice shall be sent to the respective Party at the address indicated below or to any other address as the respective Parties may designate from time to time. CONTRACTOR CONTACT Level 3 Communications, LLC 025 Eldorado Blvd Broomfield, CO 8002 Attn: General Counsel COUNTY CONTACTS Contracts & Purchasing County of Orange OCIT/Contracts & Purchasing Division 50 East St. Andrew Place, 2 nd Floor Santa Ana, CA Attn: Ely Enriquez, Deputy Purchasing Agent Phone: (74) Ely.Enriquez@ceoit.ocgov.com Project Manager County of Orange OCIT Project Manager 400 S. Grand Ave. Santa Ana, CA Attn: KC Roestenberg Phone: (74) KC.Roestenberg@ceoit.ocgov.com 3. In Attachment A titled, Scope of Work for, the following information shall be added to the end of the Attachment as new Paragraph G titled, Contracted Circuits. Item Circuit Label Item Circuit Label Type Type OCIT Circuits Circuit ID From Address 46/KFFN/047/TWCS 400 S. 46/KFFN/048/TWCS Grand 46/KFFN/0420/TWCS 400 S. 46/KFFN/049/TWCS Grand 46/KFFN/0429/TWCS 400 S. 46/KFFN/0426/TWCS Grand Public Defender Circuits Circuit ID From Address To Address 30 The City Dr. South 275 Berkeley Ave. 460 Jamboree Rd. To Address Orange County Information Technology Page 3 of 8 Amendment No. 3 to MA , Level 3 Communications File Folder: formerly MA

4 4 PD 5 PD 6 PD Cloud Connect for Microsoft Azure Cloud Connect for Microsoft Azure Direct Internet Access San Jose, CA San Jose, CA 400 S. Grand 400 S. Grand 400 S. Grand OCPD 4. Attachment B titled, Cost/Compensation for Contract Services is hereby deleted and replaced in its entirety with revised Attachment B, attached hereto and incorporated herein by reference. 5. Except as amended herein, all terms and conditions contained in the Contract and its amendments shall remain in full force and effect as amended herein and are incorporated by this reference as if fully set forth herein. [Remainder of Page Intentionally Left Blank] Orange County Information Technology Page 4 of 8 Amendment No. 3 to MA , Level 3 Communications File Folder: formerly MA

5 SiGNATURE PACE AMENDMENT NO. 3 TO CONTRACT NO. MA (FORMERLY MA ) IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 on the dates shown opposite their respective signatures below: LEVEL 3 COMMuNlCAiONs LLC*: Print Name Signature DwIght E. Steiner Vj rclriønf & Asst. General Counsëitle Date It Print Name 3_ Title ft *If the Contractor is a cotporation, signatures of ala specific corporate officers are requited as/itrther set forth. The first corporate officer signature must be one of the following: ) the Chairman of the Board;,) the President; 3,) any Vice President. The second corporate officer signature must be one of the following: I) Secretmy; 2) Assistant Secreraty: 3,) ChiefFinancial Officer; 4) Assistant Treasurer. In the alternative, a single corporate signature is acceptable when accompanied by a coiporale resolution demonstrating the legal authority oft/ic signature to bind the company. sa II IMIRa is.a Ills. *5 lslla IlISle lisle l...l.l.sei.s.*..l.sssuslss..ss..i.. COUNTY OF ORANGE, a political subdivision of the State of California Print Name Deputy Purchasing Agent Title Signature Date APPROVED AS TO FORM, County Counsel, County of Orange, California Jt- ciet Print Name Title / / 3 /7 Si nature Date Orange county Information Technology Level 3 Conirnanications Page 5 of 8 File Folder: An,endrneutNo. 3 to MA , Jormerty MA-Ui

6 ATTACHMENT B COST/COMPENSATION I. Compensation: This is a fixed price Contract between the County and the Contractor for services as further described in this Contract, its amendments, and Attachment A (Scope of Work). The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. The County shall have no obligation to pay any sum in excess of total Contract amount specified herein unless authorized by written amendment signed by both Parties. II. Cost: Item A. Pricing Table for the Contract period June 4, 207 through June 3, 208: Service ID Item Service ID 4 PD 5 PD 6 PD Type Type OCIT Circuits Circuit ID From Total Monthly To Address Qty Address Cost 46/KFFN/047/TWCS 400 S. 30 The City Dr. 46/KFFN/048/TWCS Grand South $3, /KFFN/0420/TWCS 400 S. 275 Berkeley 46/KFFN/049/TWCS Grand Ave. $3, /KFFN/0429/TWCS 400 S. 460 Jamboree 46/KFFN/0426/TWCS Grand Rd. $3,75.20 OCIT Circuits Monthly Subtotal: $,45.60 Public Defender Circuits Circuit ID From Total Monthly To Address Qty Address Cost Cloud Connect for San Jose, CA 400 S. Grand $ Microsoft Azure Cloud Connect for Microsoft Azure Direct Internet Access San Jose, CA 400 S. Grand $ S. Grand OCPD $2,64.70 Public Defender Monthly Subtotal: $4, Total Monthly Subtotal: $5, Estimated Taxes, Surcharges & Fees: Total Monthly Charges effective June 4, 207 through June 3, 208: Total Not to Exceed Amount for the period June 4, 207 through June 3, 208: $,73.43 $7,47.73 $209, Orange County Information Technology Page 6 of 8 Amendment No. 3 to MA , Level 3 Communications File Folder: formerly MA

7 III. Additional County Locations/Circuits The County may add or delete circuit locations during the term of this Contract. The Contract may be amended as set forth in Paragraph C under the General Terms and Conditions of this Contract. IV. Fee Reductions Contractor s failure to notify County of planned and unplanned service interruptions, reduction in available circuit capacity, delays in repairs or any other disruption of service that result in an individual circuit not meeting 99.99% uptime for any sequential thirty (30) day period shall result in the following fee reductions: V. Payment Terms: Per Service Outage Percentage Credit Less than minute (99.00% availability) No Credit minute up to 4 hours 5% of the Monthly Recurring Charge (MRC) 4 hours up to 8 hours 0% of the MRC 8 hours up to 2 hours 5% of the MRC 2 hours up to 6 hours 20% of the MRC 6 hours up to 24 hours 35% of the MRC 24 hours or greater 50% of the MRC Initial Set-up: Invoices for initial set-up are to be submitted in arrears, unless otherwise directed in this Contract, upon the satisfactory completion and acceptance of testing of the entire system by both Parties. If service does not meet the acceptance testing criteria, Contractor assumes all costs and may not seek reimbursement from County. Monthly Service: Invoices for monthly service are payable monthly, in arrears, unless otherwise directed in this Contract. Payment for monthly services, as specified in Attachment B, Section II, shall begin upon the date of acceptance of the system. Contractor shall reference Contract number on invoice. Payment will be net forty-five (45) days after receipt of an invoice in a format acceptable to the County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with the Contractor. Incomplete or incorrect invoices will be returned to Contractor for correction. Billing shall cover services not previously invoiced. The Contractor shall reimburse the County of Orange for any monies paid to the Contractor for goods or services not provided or when goods or services do not meet the Contract requirements. Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. VI. Billing & Invoicing Instructions: Invoices and supporting documentation are to be sent to: Orange County Information Technology Page 7 of 8 Amendment No. 3 to MA , Level 3 Communications File Folder: formerly MA

8 County of Orange OCIT/Division of Finance & Contracts 50 E. St. Andrew Place, Suite 200 Santa Ana, CA Attn: Accounts Payable The Contractor will provide an invoice for services provided. Each invoice shall have an invoice number and include the following information:. Contractor s name and address 2. Contractor s remittance address (if different from above) 3. County Contract number: MA Contractor s Federal I.D. number 5. Product/Service description, quantity, prices 6. Service ID 7. Circuit ID 8. Circuit name 9. Circuit site location (where each circuit terminates) 0. Total invoice amount The responsibility for providing an acceptable invoice to the County for payment rests with the Contractor. Incomplete or incorrect invoices are not acceptable and shall be returned to the Contractor for correction. [Remainder of Page Intentionally Left Blank] Orange County Information Technology Page 8 of 8 Amendment No. 3 to MA , Level 3 Communications File Folder: formerly MA